Semcan Inc.
TSX VENTURE : STT

Semcan Inc.

June 14, 2007 09:33 ET

Semcan Inc. Announces Private Placement Financing and Stanco Projects Acquisition Bank Financing

TORONTO, ONTARIO--(Marketwire - June 14, 2007) - Semcan Inc. (TSX VENTURE:STT) ("SEMCAN") is pleased to announce that it has priced its previously announced (see press release May 2, 2007) brokered private placement in respect of which it has engaged M Partners Inc. (the "Agent") to act as its exclusive lead agent. The brokered private placement of up to $6,250,000, subject to a 20% over allotment option, will consist of Units at $1.07 per Unit. Each Unit will consist of one common share and one half of one warrant. Each whole warrant will be exercisable to acquire one common share of SEMCAN for eighteen months at a price of $1.35.

The Agent will receive a cash commission equal to 7% of the gross proceeds of the Offering and will also receive non-transferable warrants to purchase 7% of the number of Units sold pursuant to the Offering exercisable at a price of $1.07.

The Common Shares and Warrants comprising the Units will be subject to a hold period of four months plus one day from the date of issuance in accordance with the policies of the TSX Venture Exchange and applicable securities laws. The Offering is subject to regulatory approval and the completion of definitive documentation.

Proceeds of the Offering will be used to partially fund the previously announced (see press release May 2, 2007) acquisition of Stanco Projects Ltd. and for general working capital.

SEMCAN is also pleased to announce it has received a facility and loan of $4,500,000 from Toronto-Dominion Bank to partially fund the Stanco Projects Ltd. acquisition. A Committed Reducing Term Facility of up to $3,000,000 will be available to SEMCAN along with an Operating Loan of up to $1,500,000.

Stanco Projects Ltd. carries on the business of designing, distributing, manufacturing and installing high quality systems for a wide variety of industrial, municipal and commercial clients which systems include bulk chemical handling equipment particularly in respect of water and wastewater treatment of chemicals, municipal water storage tanks and aluminum geodesic dome structures from its operations headquarters in Richmond, British Columbia.

Completion of the private placement offering and acquisition of Stanco Projects Ltd. is subject to the approval of TSX Venture.

About SEMCAN

SEMCAN, is a growth company expanding through acquisitions within the Industrial and Distribution sectors. SEMCAN seeks out will managed and profitable companies that meet certain financial parameters. SEMCAN works with existing management to grow the acquired companies both organically and through further complementary acquisitions. SEMCAN provides the central finance and administrative functions, allowing operational management to remain focused on bottom line profitability thereby increasing shareholder value.

Forward-Looking Statement Disclaimer

This press release contains forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements including the risks associated with operations and sales and risks associated with margins, suppliers and customers and risks associated with foreign exchange fluctuations, among others. These forward-looking statements represent SEMCAN's judgment as of the date of this press release. SEMCAN disclaims any intent or obligation to update these forward-looking statements.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.

Contact Information

  • Semcan Inc.
    Phil Jamieson
    Chairman
    (905) 564-8665